Getting your Hong Kong company incorporated is only step one. Once the registration is done and the business registration certificate is in hand, a new set of annual obligations begins — and missing any of them can mean escalating penalties, prosecution risk, or even having your company struck off the register.
This guide covers every recurring compliance obligation a Hong Kong private limited company must meet each year, with the latest 2026 deadlines, fees, and penalty figures so you know exactly what is at stake.
Annual Return Filing (Form NAR1)
What it is: The annual return is a statutory filing made to the Companies Registry each year under the Companies Ordinance (Cap. 622). It is not a tax document. It simply updates the public record with your company's key structural information — registered office address, directors, company secretary, shareholders, and share capital — as of your incorporation anniversary date.
Who files it: Your company secretary is legally responsible for preparing and submitting the NAR1. If you do not have a company secretary in place, you are already non-compliant.
Deadline: Private companies must file Form NAR1 within 42 days after the anniversary of their incorporation date. There are no extensions — the Companies Registry has no power to extend the statutory time limit, and Sundays and public holidays are included when calculating the 42-day period.
Filing Fees:
- Within 42 days (on time): HKD 105
- More than 42 days but within 3 months late: HKD 870
- More than 3 months but within 6 months late: HKD 1,740
- More than 6 months but within 9 months late: HKD 2,610
- More than 9 months late: HKD 3,480
Note: These late fees are applied automatically by the Companies Registry based on your filing date. They are not negotiable.
What the NAR1 does NOT include: The NAR1 does not include financial statements, audit reports, or profit figures. It is purely a company information update. Your tax filing is handled separately with the Inland Revenue Department (IRD).
How to file:
- Online: Via the Companies Registry e-Registry portal (recommended — faster and more reliable)
- Paper: Download Form NAR1, complete and sign by a director or company secretary, then submit in person or by post to 14/F, Queensway Government Offices, 66 Queensway, Hong Kong
Audit Requirements
What it is: Every active Hong Kong limited company must have its financial statements audited annually by a licensed Certified Public Accountant (CPA) — specifically, one holding a valid practising certificate issued by the Hong Kong Institute of Certified Public Accountants (HKICPA). This is a mandatory requirement under the Companies Ordinance (Cap. 622), Part 9.
The most common misconception: Many directors assume that "small company" means "no audit." In Hong Kong, small company relief usually affects the reporting format, not the need to appoint an auditor and prepare an audit report. If your company is active — even with zero revenue — it needs an audit. The only true exemption is for a company that is officially declared dormant under Section 447.
Audit Timeline:
- First audit (for new companies): Must be completed within 18 months of incorporation
- Annual audit (ongoing): Generally within 9 months after financial year-end
- Typical turnaround for SMEs: 6–12 weeks from close of books to signed audit report
- Audit report must be ready before: Profits Tax Return (PTR) filing
What you need to prepare for your auditor:
- All monthly bank statements and reconciliation reports
- Sales invoices, service agreements, and credit notes
- Supplier invoices, petty cash vouchers, and payroll / MPF records
- Updated Business Registration Certificate (BRC)
- Articles of Association and Annual Return (NAR1)
- Director loan schedules and related-party transaction records
Tip: Appoint your auditor as soon as your financial year ends — not when the tax return arrives. A late auditor appointment is one of the most common reasons SMEs miss their filing deadlines.
Profits Tax Return (PTR) Filing
What it is: The Profits Tax Return is filed with the Inland Revenue Department (IRD) — separate from the NAR1 which goes to the Companies Registry. The PTR reports your company's financial performance for the assessment year and must be accompanied by your audited financial statements and tax computation.
When you receive your PTR:
- The first PTR is usually issued around 18 months after the date of incorporation. For example, a company incorporated on 1 January 2025 will typically receive its first PTR around June 2026.
- Subsequent PTRs are issued annually, typically on the first business day of April each year.
Filing Deadline:
- First PTR: 4 months from the date printed on the return
- Subsequent PTRs: Generally 1 month from the date of issue (extensions may be available for certain company types — check the code on your return)
Penalty for late filing: If a company fails to file its tax return on time and the previous period showed a profit, the IRD has the right to demand an advance payment of profits tax. Late filing of an employer's return carries a fine starting from HKD 2,400, with the fine increasing for each subsequent year of delay. Persistent non-compliance can lead to IRD investigation, estimated assessments, and in serious cases, prosecution of company directors.
Profits Tax Rate (2026):
- First HKD 2,000,000 of assessable profits: 8.25%
- Profits above HKD 2,000,000: 16.5%
- Companies with qualifying offshore profits may apply for offshore tax exemption
AGM and Company Secretary Duties
Annual General Meeting (AGM): Every Hong Kong limited company must hold an AGM once per calendar year.
- First AGM (after incorporation): Within 18 months from date of incorporation
- Private companies (ongoing AGMs): Within 9 months after financial year-end
- Public companies (ongoing AGMs): Within 6 months after financial year-end
- Shareholder notice required: At least 21 days before the AGM
Under the amended Companies Ordinance (Cap. 622), companies can conduct AGMs virtually or in hybrid formats. The AGM is also the occasion at which audited financial statements are presented to shareholders.
Company Secretary Duties: Under Cap. 622, every Hong Kong company must have a company secretary at all times. The company secretary is responsible for:
- Tracking your incorporation anniversary and filing the NAR1 on time
- Maintaining statutory registers — register of members, directors, company secretaries, and charges
- Notifying the Companies Registry of any changes to directors, registered address, or share capital (these must be filed promptly, not left until the NAR1)
- Organising and documenting AGMs and board resolutions
- Keeping the company's minute books and statutory records
- Liaising with the Companies Registry and IRD on compliance matters
If your company does not have a company secretary, you are already non-compliant — and no one is tracking your deadlines on your behalf.
Business Registration Certificate (BRC) Renewal: Your BRC must be renewed annually (or every 3 years if you opted for a 3-year certificate). The IRD sends a renewal demand note approximately one month before the expiry date. Note: BRC fees increased to HKD 2,350 per year from 1 April 2026 as the PWIF levy has resumed.
Penalties for Missing Deadlines
- Late NAR1 (annual return): HKD 870 – 3,480 (scaled by how late); criminal offence under Cap. 622 with maximum fine of HKD 50,000 and daily default fine of HKD 1,000
- Persistent non-filing of NAR1: Company struck off the register; prosecution of directors and company secretary
- Late or missing Profits Tax Return: Fine from HKD 2,400+; IRD may issue estimated assessment; potential prosecution
- Failure to hold AGM: Criminal offence; fine up to HKD 300,000 and continuing daily default fines
- No company secretary: Criminal offence for the company and every responsible officer
- Late BRC renewal: Penalty levy; continued non-renewal may lead to prosecution
Your Annual Compliance Calendar at a Glance
- Annual Return (NAR1): Within 42 days of incorporation anniversary → Companies Registry
- Statutory Audit: Within 9 months after financial year-end → Via licensed CPA (HKICPA)
- Profits Tax Return (PTR): 1–4 months from date on PTR → Inland Revenue Department (IRD)
- Annual General Meeting (AGM): Within 9 months after financial year-end (private co.) → Internal (minutes filed by company secretary)
- BRC Renewal: 1 month before certificate expiry → IRD Business Registration Office
- Director / address / secretary changes: File promptly — do not wait for NAR1 → Companies Registry
Let SMEBro Handle Your Annual Compliance
Keeping track of multiple deadlines across the Companies Registry and IRD — while running your actual business — is where most directors slip up. A single missed NAR1, a late audit, or a delayed tax return can quickly turn into fines, prosecution risk, or damage to your company's standing with banks and government funding schemes.
SMEBro provides end-to-end annual compliance support for Hong Kong limited companies, including:
- Company Secretary Services — deadline tracking, NAR1 filing, statutory registers
- Auditing Service from HKD 1,999/year — statutory audit by qualified CPA, all-inclusive
- Accounting & Tax Filing — bookkeeping, PTR preparation, IRD liaison
- Tax Problem Handling — late filings, penalty reduction, IRD negotiations
Contact us today for a free consultation. Let SMEBro be your compliance partner — so you can focus on growing your business, not chasing deadlines.
Not only for compliance — SMEBro can also support your company incorporation, BUD Fund applications, bank account opening, and much more.
